UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: ~~October~~January 31, ~~2010~~2011

orOR

o ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ~~_______~~_____ to ~~_______~~____

Commission File ~~Number: 333~~No. 000-~~143750~~54131

POLAR WIRELESS CORP.

(Exact name of ~~small~~registrant ~~business issuer~~ as specified in its charter)

Nevada		20-4662814
(State of Incorporation or organization)		(I.R.S. Employer Identification No.)

Nevada		None
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

4440 PGA Blvd.

~~Suite~~Palm ~~600~~Beach Gardens, Florida 33410

~~Palm~~(Address ~~Beach~~of ~~Gardens,~~principal FLexecutive ~~33410~~offices, ~~USA~~zip code)

(~~Address of principal executive offices~~646) 520-7426

~~1-905-881-8444~~ (Registrant’s telephone number, including area code)

(~~Issuer’s~~Former ~~telephone~~name, ~~number)~~former address and former fiscal year,

~~Indicate~~if bychanged ~~check~~since ~~whether~~last ~~the registrant (1~~report) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant iswas arequired ~~large~~to ~~accelerated~~file ~~filer~~such reports), anand ~~accelerated~~(2) ~~filer,~~has abeen ~~non-accelerated~~subject ~~filer,~~to orsuch afiling ~~smaller~~requirements ~~reporting~~for ~~company~~the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (check one):

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	o (Do not check if a smaller reporting company)	Smaller reporting company	x

Indicate by check mark whether the registrant is a shell company (as defined in ~~rule~~Exchange Act Rule 12b-2 of the Exchange Act). : Yes ox No ~~Nox~~o

~~State~~APPLICABLE ~~the~~ONLY ~~number~~TO ofISSUERS ~~shares~~INVOLVED ~~outstanding~~IN of each of the issuer’s classes of common equity, as of the latest practicable date: As of December 13, 2010, the registrant had 68,000,000 shares of common stock, $0.001 par value, issued and outstanding.BANKRUPTCY

~~POLAR~~PROCEEDINGS ~~WIRELESS~~DURING ~~Corp.~~THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes o No o

APPLICABLE ONLY TO CORPORATE ISSUERS

As of March 21, 2011, there were 68,000,000 shares of common stock, $0.001 par value per share, outstanding.

POLAR WIRELESS CORP.

(A Development Stage Company)

~~CONDENSED~~QUARTERLY ~~FINANCIAL~~REPORT ~~STATEMENTS~~ON FORM 10-Q

~~October~~FOR THE PERIOD ENDED JANUARY 31, ~~2010~~2011

~~Unaudited~~INDEX

CONDENSED BALANCE SHEETS			3
Index			Page
CONDENSED STATEMENTS OF OPERATIONS			4
Part I.	Financial Information
CONDENSED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)			5
	Item 1.	Financial Statements
CONDENSED STATEMENTS OF CASH FLOW			6
		Condensed Balance Sheets as of January 31, 2011 (unaudited) and April 30, 2010.	5
NOTES TO UNAUDITED CONDENSED INTERIM FINANCIAL STATEMENTS			7
		Condensed Statements of Operations for the three months ended January 31, 2011 and 2010; the nine months ended January 31, 2011 and 2010; and the period from April 3, 2006 (Inception) to January 31, 2011 (unaudited).	6
		Condensed Statements of Stockholders’ Equity (Deficit) from Inception (April 3, 2006) to January 31, 2011.	7
		Condensed Statements of Cash Flow for the nine months ended January 31, 2011 and 2010, and the period from April 3, 2006 (Inception) through January 31, 2011 (unaudited).	8
		Notes to Financial Statements (unaudited).	9
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	13
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	16
	Item 4T.	Controls and Procedures.	16
Part II.	Other Information
	Item 1.	Legal Proceedings.	16
	Item 1A.	Risk Factors	16
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	16
	Item 3.	Defaults Upon Senior Securities.	16
	Item 4.	(Removed and Reserved).	16
	Item 5.	Other Information.	16
	Item 6.	Exhibits.	16
Signatures			17

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q of Polar Wireless Corp., a Nevada corporation (the “Company”), contains “forward-looking statements,” as defined in the United States Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by terminology such as “may”, “will”, “should”, “could”, “expects”, “plans”, “intends”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of such terms and other comparable terminology. These forward-looking statements include, without limitation, statements about our market opportunity, our strategies, competition, expected activities and expenditures as we pursue our business plan, and the adequacy of our available cash resources. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Actual results may differ materially from the predictions discussed in these forward-looking statements. The economic environment within which we operate could materially affect our actual results. Additional factors that could materially affect these forward-looking statements and/or predictions include, among other things: our ability to consummate the amalgamation/merger contemplated by that certain letter of intent dated January 4, 2011, by and between the Company and 2230354 Ontario Limited, an Ontario, Canada corporation (“2230354 Ontario”), the Company’s need for and ability to obtain additional financing, the possibility that the Company may not be able to successfully integrate the operations of Polar Wireless Ontario and 2230354 Ontario into the Company, the possibility that the technology of 2230354 Ontario will become obsolete, that there will be little demand for the Company’s services and products, and other factors over which we have little or no control; and other factors discussed in the Company’s filings with the Securities and Exchange Commission (“SEC”).

Our management has included projections and estimates in this Form 10-Q, which are based primarily on management’s experience in the industry, assessments of our results of operations, discussions and negotiations with third parties and a review of information filed by our competitors with the SEC or otherwise publicly available. We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

PART I. FINANCIAL INFORMATION

ITEM 1. CONDENSED FINANCIAL STATEMENTS.

POLAR WIRELESS Corp.

(A Development Stage Company)

CONDENSED FINANCIAL STATEMENTS

January 31, 2011

Unaudited

CONDENSED BALANCE SHEETS	5

CONDENSED STATEMENTS OF OPERATIONS	6

CONDENSED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)	7

CONDENSED STATEMENTS OF CASH FLOW	8

NOTES TO UNAUDITED CONDENSED INTERIM FINANCIAL STATEMENTS	9

POLAR WIRELESS Corp.

(A Development Stage Company)

CONDENSED BALANCE SHEETS

Unaudited

	January 31, 2011			April 30, 2010
	(Unaudited)			(Audited)

ASSETS

CURRENT ASSETS
Cash	$	-		$	158
Prepaid expenses		18,176			-

TOTAL ASSETS	$	18,176		$	158

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

CURRENT LIABILITIES
Accounts payable and accrued liabilities	$	104,279		$	24,359
Loans from Related Parties		75,017			55,860
TOTAL CURRENT LIABILITIES	$	179,296		$	80,219

STOCKHOLDERS’ EQUITY ( DEFICIT )
Capital stock
Authorized
10,000,000 Preferred Shares, $0.001 par value, with zero issued and
outstanding
200,000,000 shares of common stock, $0.001 par value,
Issued and outstanding
68,000,000 shares of common stock at January 31, 2011 (189,500,000 on April 30, 2010)	$	68,000		$	189,500
Discount on stock		(23,723	)		(170,125	)
Deficit accumulated during the development stage		(205,397	)		(99,436	)
TOTAL STOCKHOLDERS’ EQUITY/(DEFICIT)	$	(161,120	)	$	(80,061	)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY/(DEFICIT)	$	18,176		$	158

	October 31, 2010			April 30, 2010
				(Audited)
ASSETS
CURRENT ASSETS
Cash	$	86		$	158
TOTAL ASSETS	$	86		$	158
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable and accrued liabilities	$	15,040		$	19,869
Loans from Related Parties		52,086			60,350
TOTAL CURRENT LIABILITIES	$	67,126		$	80,219
STOCKHOLDERS’ EQUITY ( DEFICIT )
Capital stock
Authorized
10,000,000 Preferred Shares, $0.001 par value, with zero issued and
outstanding
200,000,000 shares of common stock, $0.001 par value,
Issued and outstanding
68,000,000 shares of common stock at October 31, 2010 (189,500,000 on April 30, 2010)	$	68,000		$	189,500
Additional Paid in Capital		(23,723	)		(170,125	)
Deficit accumulated during the development stage		(111,317	)		(99,436	)
TOTAL STOCKHOLDERS’ EQUITY/(DEFICIT)	$	(67,040	)	$	(80,061	)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY/(DEFICIT)	$	86		$	158

The accompanying notes are an integral part of these financial statements

POLAR WIRELESS Corp.

(A Development Stage Company)

CONDENSED STATEMENTS OF OPERATIONS

Unaudited

													Cumulative results
	Three months ended January 31, 2011			Three months ended January 31, 2010			Nine months ended January 31, 2011			Nine months ended January 31, 2010			Cumulative results from inception (April 3, 2006) to January 31, 2011
	Three months			Three months			Six months			Six months			from inception
	ended			ended			ended			ended			(April 3, 2006) to
	October 31, 2010			October 31, 2009			October 31, 2010			October 31, 2009			October 31, 2010
REVENUE
Revenues	$	-		$	-		$	-		$	-		$	-
Total Revenues	$	-		$	-		$	-		$	-		$	-
EXPENSES
Office and general	$	188,~~168~~580		$	~~661~~443		$	391,~~308~~888		$	1,~~320~~764		$	27116,~~600~~180
Professional Fees due to a related party		1,500			3,000			3,000			4,500			24,500
Professional Fees (Note)		5,500			3,000			14,073			9,275			89,217
Professional Fees		3,375			275			5,573			1,775			59.217
Loss before income taxes	$	94,080		$	3,443		$	105,961		$	11,039		$	205,397
Loss before income taxes	$	6,043		$	3,936		$	11,881		$	7,595		$	111,317
Provision for income taxes								-			-			-
NET LOSS	$	(694,~~043~~080	)	$	(3,~~936~~443	)	$	(11 105,~~881~~961	)	$	(711,~~595~~039	)	$	(~~111~~205,~~317~~397	)
BASIC AND DILUTED LOSS PER COMMON SHARE	$	-0.00		$	-0.00		$	-0.00		$	-0.00
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING	$	68,000,000		$	189,500,000			9285,~~092~~168,~~391~~478			189,500,000

The accompanying notes are an integral part of these financial statements

POLAR WIRELESS Corp.

(A Development Stage Company)

CONDENSED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

From inception (April 3, 2006) to January 31, 2011

(A Development Stage Company)

From inception (April 3, 2006) to October 31, 2010

Unaudited

													Deficit
	Common Stock						Discount			Share			Deficit accumulated during the
													accumulated
	Number of						on			Subscription			development
	Common Stock						Additional			Share			during the
	shares			Amount			Stock			Receivable			stage			Total
	Number of						Paid-in			Subscription			development
	shares			Amount			Capital			Receivable			stage			Total
Balance, Inception April 3, 2006		-		$	-		$	-		$	-		$	-		$	-
Common Stock issued at $0.00005 per
share on April 26, 2006		300,000,000			300,000			(285,000	)		(15,000	)		-			-
Net loss for the year April 30, 2006														(1,279	)		(1,279	)
Balance, April 30, 2006		300,000,000		$	300,000		$	(285,000	)	$	(15,000	)	$	(1,279	)	$	(1,279	)
Proceeds from Subscription Receivable											15,000						15,000
Common Stock issued at $0.00025 per
share (May 1, 2006 & April 30, 2007)		49,500,000			49,500			(37,125	)								12,375
Net loss for the year April 30, 2007														(8,691	)		(8,691	)
Balance, April 30, 2007		349,500,000		$	349,500		$	(322,125	)	$	-		$	(9,970	)	$	17,405
Net loss for the year April 30, 2008														(25,000	)		(25,000	)
Balance, April 30, 2008		349,500,000		$	349,500		$	(322,125	)	$	-		$	(34,970	)	$	(7,595	)
Common Stock redeemed at $0.00005
on March 18, 2009		(160,000,000	)		(160,000	)		152,000									(8,000	)
Net loss for the year April 30, 2009														(37,303	)		(37,303	)
Balance, April 30, 2009		189,500,000		$	189,500		$	(170,125	)	$	-		$	(72,273	)	$	(52,898	)
Net loss for the year April 30, 2010														(27,163	)		(27,163	)
Balance, April 30, 2010		189,500,000		$	189,500		$	(170,125	)	$	-		$	(99,436	)	$	(80,061	)
Common Stock redeemed & cancelled
- June 8, 2010, for $100 per agreement		(121,500,000	)		(121,500	)		121,400									(100	)
Forgiveness of related party debt 6/8/10								25,002									25,002
Net loss for the period to October 31, 2010														(11,881	)		(11,881	)
Net loss for the period to January 31, 2011														(105,961	)		(105,961	)
Balance, October 31, 2010		68,000,000		$	68,000		$	(23,723	)	$	-		$	(111,317	)	$	(67,040	)
Balance, January 31, 2011		68,000,000		$	68,000		$	(23,723	)	$	-		$	(205,397	)	$	(161,120	)

The accompanying notes are an integral part of these financial statements

POLAR WIRELESS Corp.

(A Development Stage Company)

CONDENSED STATEMENTS OF CASH FLOW

Unaudited

	Six months			Six months			April 3, 2006
	Nine months			Nine months			April 3, 2006
	ended			ended			(inception date) to
	October 31, 2010			October 31, 2009			October 31, 2010
	January 31, 2011			January 31, 2010			January 31, 2011
OPERATING ACTIVITIES
Net loss	$	(11105,~~881~~961	)	$	(711,~~595~~039	)	$	(~~111~~205,~~317~~397	)
Expenses paid directly by related parties		16,638			5,408			52,086
Increase in prepaid expenses		(18,176	)		-			(18,176	)
Expenses paid by related parties & forgiven		-			-			16,902
Increase in loans from related parties		79,920			29,909			93,246
Increase (decrease) in accrued expenses	$	(4,829	)	$	2,115		$	15,040
Expenses paid by related parties & forgiven		25,002			-			25,002
NET CASH USED IN OPERATING ACTIVITIES	$	(72	)	$	(72	)	$	(27,289	)
Increase (decrease) in accounts payable and accrued liabilities		1			(18,978	)		86,050
NET CASH USED IN OPERATING ACTIVITIES	$	(58	)	$	(108	)	$	(19,275	)
FINANCING ACTIVITIES
Proceeds from sale of common stock		-			-			23,375
Redemption of shares		(100	)					(8,100	)
NET CASH FROM FINANCING ACTIVITIES	$	-		$	-		$	23,375
Proceeds from sale of common stock		-			-			27,375
NET INCREASE ( DECREASE) IN CASH	$	(72	)	$	(72	)	$	86
NET CASH (USED IN) FROM FINANCING ACTIVITIES	$	(100	)	$	-		$	19,275
NET INCREASE ( DECREASE) IN CASH	$	(158	)	$	(108	)	$	-
CASH, BEGINNING OF PERIOD	$	158		$	301		$	-
CASH, END OF PERIOD	$	86-		$	~~229~~193		$	86-
Supplemental cash flow information:
Cash paid for:
Interest	$	-		$	-		$	-
Income taxes	$	-		$	-		$	-
Non-Cash Activities:
Increase (Decrease) in Related Party Payable
from forgiveness of debt		(25,002	)					(25,002	)
from redemption of shares	$	100		$	-		$	8,100

The accompanying notes are an integral part of these financial statements

POLAR WIRELESS Corp.

(A Development Stage Company)

NOTES TO THE UNAUDITED CONDENSED INTERIM FINANCIAL STATEMENTS

~~October~~January 31, ~~2010~~2011

NOTE 1 – CONDENSED FINANCIAL STATEMENTS

The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at ~~October~~January 31, ~~2010~~2011, and for all periods presented herein, have been made.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s April 30, 2010 audited financial statements. The results of operations for the periods ended ~~October~~January 31, ~~2010~~2011 and the same period last year are not necessarily indicative of the operating results for the full years.

Polar Wireless Corp. fka Barricode, Inc (“Company”) is in the development stage and has incurred losses since inception totalling $205,397. The Company was incorporated on April 3, 2006 in the State of Nevada and established a fiscal year end of April 30th.

On June 21, 2010 the Company changed its name to Polar Wireless Corp.

The company’s management has evaluated all the recently issued accounting pronouncements through the filing date of these financial statements and does not believe that they will have a material effect on the company’s financial position and results of operations.

NOTE 2 – REDEMPTION OF SHARES

On June 8, 2010 the Company redeemed 121,500,000 shares from the former President for $100, and he forgave the related party debt of $25,002.

NOTE 3 – GOING CONCERN

The Company’s financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. From inception to ~~October~~January 31, ~~2010~~2011, the Company has an accumulated deficit of $~~111~~205,~~317~~397, and if the Company is unable to obtain adequate capital, it could be forced to cease operations.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE 4 – ~~RECLASSIFICATION~~COMPARATIVE FIGURES

~~The~~Certain ~~October~~comparative ~~31,~~figures ~~2009~~have ~~amounts~~been inreclassified ~~both~~to ~~the~~conform ~~Income~~to ~~Statement and~~ the ~~Statement~~current ofperiod’s ~~Cash~~financial ~~Flows~~statement ~~reflect an expanded reclassification of Professional Fees between those paid directly by or to a related party and those paid by the company~~presentation.

NOTE 5 -– ~~SUBSEQUENT~~RELATED ~~EVENTS~~PARTY TRANSACTIONS

~~The~~Professional ~~Company~~fees ~~has~~include ~~evaluated~~$5,573 (2010 ~~subsequent~~$7,500) ~~events~~payable ~~from~~too ~~October~~Crystal 31Global Consulting, ~~2010~~Inc. This ~~through~~company ~~the~~was ~~date~~considered ofa related party with the ~~financial~~prior ~~statements~~director ~~were~~and ~~available~~majority toshareholder beof ~~issued~~the ~~and~~corporation. The director has ~~determined~~since ~~that~~left ~~there~~the ~~are~~board and is no ~~events~~longer toa ~~disclose~~majority shareholder.

7NOTE 6 – OTHER EVENTS

~~ITEM~~On 2:January ~~MANAGEMENT~~4, ~~DISCUSSION~~2011, ~~AND~~Polar ~~ANALYSIS~~Wireless ORCorp. ~~PLAN~~(the OF“Company”), ~~OPERATION~~Polar Wireless Corporation, a corporation existing under the laws of the Province of Ontario and 2230354 Ontario Limited, a corporation existing under the laws of the Province of Ontario, executed a binding letter of intent which provides for the amalgamation of 2230354 Ontario Limited, with and into Polar Wireless Corporation.

~~Overview~~10

~~Polar~~ITEM ~~Wireless Corp~~2. (" the Company," “Polar,” "we," "us," “it” and "our" refer to Polar Wireless Corp.) was incorporated in the State of Nevada as a for-profit company on April 3, 2006. Polar is a development-stage company organized to enter into the computer security software industry specializing in the packaging, sales, distribution and support of user-friendly open-source network security software. ~~Our~~MANAGEMENT’S ~~low~~DISCUSSION ~~cost~~AND ~~security~~ANALYSIS ~~software~~OF ~~products~~FINANCIAL ~~and~~CONDITION ~~services~~AND ~~will~~RESULTS ~~add~~OF ~~value to open-source code supplied by independent third party providers~~OPERATIONS.

The ~~Company’s~~following ~~goal~~information isshould tobe ~~become~~read ain ~~major~~conjunction ~~supplier~~with ~~and~~(i) ~~supporter~~the condensed consolidated financial statements of ~~easy-to-use~~Polar ~~open-source~~Wireless ~~network~~Corp., ~~security~~a ~~software~~Nevada ~~that~~corporation ~~works~~and ~~seamlessly~~development stage company, and the notes thereto appearing elsewhere in this Form 10-Q together with (ii) the ~~background~~more todetailed ~~protect~~business ~~computers~~information and ~~computer~~the ~~networks.~~April ~~Our~~30, ~~“set~~2010 itaudited financial statements and ~~forget~~related ~~it”~~notes ~~approach~~included ~~frees~~in ~~uses~~the toCompany’s ~~concentrate~~Annual Report on Form 10-K for the ~~work~~fiscal ~~that~~year ~~makes~~ended ~~them~~April ~~more~~30, ~~productive~~2010, ~~while~~as amended and filed filed with the ~~security~~Securities ofand ~~their~~Exchange ~~systems~~Commission ison ~~monitored~~March ~~automatically~~1, ~~without~~2011. Statements ~~the~~in ~~user~~this ~~being~~section ~~required~~and toelsewhere ~~actively~~in ~~monitor~~this ~~the~~Form ~~process.~~10-Q that are not statements of historical or current fact constitute “forward-looking” statements

Polar plans to provide three network security products. The first will be ChainMail, an easy to use freeware document protection (encryption) application. ChainMail will allow users to encrypt outgoing email messages and decrypt incoming messages. The second product is ChainMail Pro, a retail version of ChainMail that will have more features and functionality than the freeware version. The third is Impasse, a network intrusion detection application which monitors networks and detects activity that indicates the presence of an intruder on the network.OVERVIEW

WePolar ~~did~~Wireless ~~not earn any revenues during the six-month period ending October 31, 2010~~Corp. ~~During~~ (the ~~period we incurred operating expenses of $11,881(October 31, 2009-$7,595~~“Company”) ~~comprising~~was ofincorporated ~~professional fees~~ in the ~~amount~~State of ~~$8,573(October~~Nevada ~~31,~~on ~~2009~~April ~~- $6~~3,~~275)~~ 2006 and ~~office~~established ~~and~~a ~~administrative~~fiscal ~~expenses~~year end of ~~$3,308 (~~October ~~31,~~30. It ~~2009~~is -a ~~$1,320)~~development stage Company.

~~The~~Going ~~company has a cash balance of $86 at October 31, 2010 ($158-April 30, 2010)~~Concern

~~Plan~~To date the Company has little operations and no revenues and consequently has incurred recurring losses from operations. No revenues are anticipated until we attain our goal of ~~Operation~~becoming a major supplier and supporter of easy-to-use open-source network security software that works seamlessly in the background to protect computers and computer networks. Our “set it and forget it” approach is designed to free uses to concentrate on the work that makes them more productive while the security of their systems is monitored automatically without the user being required to actively monitor the process. Polar plans to provide three network security products. The first will be ChainMail, an easy to use freeware document protection (encryption) application. ChainMail will allow users to encrypt outgoing email messages and decrypt incoming messages. The second product is ChainMail Pro, a retail version of ChainMail that will have more features and functionality than the freeware version. The third is Impasse, a network intrusion detection application which monitors networks and detects activity that indicates the presence of an intruder on the network.

We plan (i) to complete the amalgamation/merger and other transactions contemplated by that certain letter of intent dated January 4, 2011, by and between the Company and 2230354 Ontario Limited, an Ontario, Canada corporation, and (ii) complete the financing we endeavor to obtain, as described in our Annual Report on Form 10-K (File No. 000-54131), as amended and filed with the Securities and Exchange Commission on March 1, 2011. The ability of the Company to continue as a going concern is dependent on raising capital to fund our business plan and ultimately to attain profitable operations. Accordingly, these factors raise substantial doubt as to the Company’s ability to continue as a going concern.

The Company plans to raise additional funds through debt or equity offerings. There is no guarantee that the Company will be able to raise any capital through this or any other offerings.

CRITICAL ACCOUNTING POLICIES

The discussion and analysis of our financial condition and results of operations are based on our condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”). The preparation of these condensed consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We have identified the policies below as critical to our business operations and to the understanding of our financial results:

Basis of Presentation

The Company reports revenues and expenses using the accrual method of accounting in accordance with accounting principles generally accepted in the United States (“US GAAP”) for financial and tax reporting purposes.

Cash and Cash Equivalent

The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

Foreign Currency Translation

The financial statements are presented in United States dollars. In accordance with Accounting Standards Codification “ASC 830”, “Foreign Currency Translation”, foreign denominated monetary assets and liabilities are translated to their United States dollar equivalents using foreign exchange rates which prevailed at the balance sheet date. Non-monetary assets and liabilities are translated at exchange rates prevailing at the transaction date. Revenue and expenses are translated at average rates of exchange during the periods presented. Related translation adjustments are reported as a separate component of stockholders’ equity (deficit), whereas gains or losses resulting from foreign currency transactions are included in results of operations.

Basic and Diluted Net Loss Per Share

Basic loss per share includes no dilution and is computed by dividing loss available to common stockholders by the weighted average number of common shares outstanding for the period. Dilutive loss per share reflects the potential dilution of securities that could share in the losses of the Company.

Because the Company does not have any potentially dilutive securities, the accompanying presentation is only of basic loss per share.

PLAN OF OPERATION

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and related notes included elsewhere in this report.

~~This~~We ~~interim~~anticipate ~~report~~that ~~contains~~our ~~forward~~current ~~looking~~cash ~~statements~~and ~~relating~~cash toequivalents ~~our future~~and ~~economic performance, the~~cash ~~plans~~generated ~~and~~from ~~objectives~~operations, ofif ~~management~~any, ~~for~~will ~~future~~be ~~operations,~~insufficient ~~projections~~to ofsatisfy ~~revenue mix and other~~our ~~financial~~liquidity ~~items~~requirements ~~that~~for ~~are based~~at onleast the ~~beliefs~~next ~~of,~~12 asmonths. ~~well~~We aswill ~~assumptions~~require ~~made by~~ additional funds prior to such time and ~~information~~ ~~currently known~~ the Company will seek to~~, our management. The~~ ~~words~~sell ~~"expects”,~~additional ~~“intends”,~~capital ~~“believes”,~~through ~~“anticipates”,~~private ~~“may”,~~equity ~~“could”~~placements, ~~“should"~~debt ~~and~~or ~~similar~~other ~~expressions~~sources ~~and~~of ~~variations~~financing. ~~thereof~~If we are ~~intended~~unable to ~~identify~~obtain ~~forward-looking~~sufficient ~~statements. The~~additional ~~cautionary~~financing, ~~statements~~we ~~set~~may ~~forth~~be inrequired ~~this~~to ~~section~~reduce ~~are~~the ~~intended~~scope toof ~~emphasize~~our ~~that~~business ~~actual~~plan, which could harm our business, financial condition and operating results. ~~may~~Additional ~~differ~~funding ~~materially~~to ~~from~~meet ~~those~~our ~~contained~~requirements inmay ~~any~~not ~~forward~~be ~~looking~~available ~~statement~~on favorable terms, if at all.

We anticipate that our current cash and cash equivalents and cash generated from operations, if any, will be insufficient to satisfy our liquidity requirements for at least the next 12 months. We will require additional funds prior to such time and the Company will seek to sell additional capital through private equity placements, debt or other sources of financing. If we are unable to obtain sufficient additional financing, we may be required to reduce the scope of our business plan, which could harm our business, financial condition and operating results. Additional funding to meet our requirements may not be available on favourable terms, if at all.

Over the next 12 months the company must raise capital and start the procurement of our security software systems. We plan to first obtain open-source e-mail encryption and network intrusion software applications that we can customize to provide initial freeware security applications to a wide variety of computer users. The estimated cost to customize these applications is $7,000.

The company’s primary revenue stream will be derived from subscribers who will pay a recurring monthly fee to obtain security threat updates and computer protection software enhancements. We expect the majority of subscribers will pay for the material by using a credit card. A small percentage of the subscribers, less than two percent (2%), are expected to pay using a money order sent via the post office. We will contract with a third party e-commerce gateway provider to support our e-commerce transactions software required to distribute and receive payment for our proposed software products. We expect this license to cost $7,000.

Polar Wireless Corp., intends to develop and operate a website which will feature the current products and news of our future products. Product documentation including user’s manuals, product registration and other supporting documentation will also be delivered electronically from our web site in Adobe PDF format. Website development and content is anticipated to cost $6,000

The final activity will be to procure client functionality modules in order to augment the network intrusion systems with automatic periodic updates of resident threat signatures and website integration at an estimated cost of $8,000.

We also plan to initiate our marketing initiative out of which we expect to attract a large number of customers (personal and institutional computer network users) for our security systems. The marketing plan, which includes advertising in trade journals and attendance at industry trade shows, is estimated to cost $15,000.

At the present time, we have not made any arrangements to raise any additional cash to support and enhance product development. If we need additional cash but are unable to raise it, we will either suspend our development and marketing operations until we do raise the cash, or cease operations entirely. Other than as described in this paragraph, we have no other financing plans.

If we are unable to complete any phase of our systems development or marketing efforts because we don’t have enough money, we will cease our development and or marketing operations until we raise sufficient funding. Attempting to raise capital after failing in any phase of our software procurement plan would be difficult. As such, if we cannot secure additional proceeds we will have to cease operations.

Management does not plan to hire employees at this time. Our officers and directors will be responsible for the initial product development. Once the company has product to market over the Internet, we will hire an independent consultant to build our website. The company also intends to hire sales representatives initially on a commission only basis to keep administrative overhead to a minimum.

We do not expect to purchase or sell plant or significant equipment in the next twelve months.

~~Off~~ Results ~~Balance~~of ~~Sheet Arrangements.~~Operations

AsThree-Month ofPeriods ~~the~~Ended ~~date~~January ~~of this quarterly report~~31, ~~the~~2011 ~~current funds available to the Company will not be sufficient to continue operations. The cost to establish the Company~~ and ~~begin~~January ~~operations is estimated to be approximately $43~~31,~~000~~ over the next twelve months and the cost of maintaining our reporting status is estimated to be $12,000 over this same period. Associates of the company have undertaken to provide the Company with operating capital to sustain our business as the expenses are incurred in the form of a non-secured loan. However, there is no contract in place or written agreement securing this agreement. Management believes that if the Company cannot raise sufficient revenues or maintain its reporting status with the SEC it will have to cease all efforts directed towards the Company. As such, any investment previously made would be lost in its entirety.2010

~~Other~~We ~~than~~recorded ~~the~~no ~~above~~revenues ~~described~~for ~~situation~~ the ~~Company~~three ~~does~~months ~~not~~ended ~~have~~January ~~any~~31, ~~off-balance~~2011 ~~sheet~~and ~~arrangements~~January ~~that~~31, ~~have~~2010. From ~~or are reasonably likely to have a current or future effect on~~ the ~~Company's~~period ~~financial~~of ~~condition,~~April ~~changes in financial condition~~3, ~~revenues~~2006 or(inception) ~~expenses,~~to ~~results~~January ~~of operations~~31, ~~liquidity~~2011, ~~capital~~we ~~expenditures~~recorded orno ~~capital resources that are material to investors~~revenues.

9General and administrative expenses were $88,500 for the three months ending January 31, 2011. Operating expenses, consisting solely of general and administrative expenses in this third quarter ended January 31, 2011 consist primarily of board of director liability insurance, accounting and legal fees. From the period of April 3, 2006 (inception) to January 31, 2011, we incurred operating expenses of $205,397.

~~ITEM~~Liquidity 3.and ~~QUANTITATIVE~~Capital ~~AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~Resources

WeAt ~~are~~January 31, 2011, we had a ~~smaller~~cash ~~reporting~~balance ~~company~~of as$0. We ~~defined~~do bynot ~~Rule~~have ~~12b-2~~sufficient cash on hand to commence our plan of operation for the ~~Securities~~next ~~Act~~12 months or to fund our ongoing operational expenses beyond 12 months. We will need to raise funds to commence our plan of ~~1934~~operation and fund our ongoing operational expenses. Additional funding will likely come from equity financing from the sale of our common or preferred stock. If we are successful in completing an equity financing, existing shareholders will experience dilution of their interest in our Company. We do not ~~required~~have toany financing arranged and we cannot provide investors with any assurance that we will be able to raise sufficient funding from the ~~information~~sale ~~under~~of ~~this~~our ~~item~~common stock to fund our plan of operation and ongoing operational expenses. In the absence of such financing, our business will likely fail. There are no assurances that we will be able to achieve further sales of our common stock or any other form of additional financing. If we are unable to achieve the financing necessary to continue our plan of operations, then we will not be able to complete our plan of operation and our business will fail.

~~ITEM 4. CONTROLS AND PROCEDURES~~13

~~Our~~Subsequent management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the company’s principal executive and principal financial officers and effected by the company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that:Events

~~- Pertain~~None tothrough ~~the~~date ~~maintenance~~ of ~~records~~this ~~that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;~~filing.

-ITEM ~~Provide~~3. QUANTITATIVE ~~reasonable~~AND ~~assurance~~QUALITATIVE ~~that~~DISCLOSURES ~~transactions~~ABOUT ~~are~~MARKET recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; andRISK.

-As ~~Provide~~a ~~reasonable~~smaller ~~assurance~~reporting ~~regarding~~company ~~prevention~~(as ordefined ~~timely~~in ~~detection~~Rule 12b-2 of ~~unauthorized~~the ~~acquisition~~Exchange Act), ~~use~~we orare ~~disposition~~not ofrequired ~~the~~to ~~company’s~~provide ~~assets~~the ~~that~~information ~~could~~called ~~have~~for aby ~~material~~this ~~effect~~Item ~~on the financial statements~~3.

~~Because~~ITEM ~~of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements~~4. ~~Projections~~ ofCONTROLS ~~any~~AND evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deterioratePROCEDURES. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

10DISCLOSURE CONTROLS AND PROCEDURES

AsUnder ofthe ~~October~~supervision ~~31,~~and ~~2010~~with ~~management assessed~~ the ~~effectiveness~~participation of our ~~internal~~management, ~~control~~our ~~over~~principal ~~financial~~executive ~~reporting~~officer ~~based~~and onour ~~the~~principal ~~criteria~~financial ~~for~~officer ~~effective~~are ~~internal~~responsible ~~control~~for ~~over~~conducting ~~financial~~an ~~reporting~~evaluation ~~established~~of inthe ~~Internal~~effectiveness ~~Control--Integrated~~of ~~Framework~~the ~~issued~~design byand ~~the~~operation ~~Committee~~ of ~~Sponsoring~~our ~~Organizations~~disclosure ofcontrols ~~the~~and ~~Treadway~~procedures, ~~Commission~~as defined in Rules 13a-15(~~"COSO"~~e) and ~~SEC~~15d-15(e) ~~guidance~~under onthe ~~conducting~~Securities ~~such~~Exchange ~~assessments. Based~~Act onof ~~that evaluation~~1934, ~~they~~as ~~concluded~~of ~~that,~~the ~~during~~end of the ~~period~~fiscal year covered by this report,. Disclosure ~~such internal~~ controls and procedures ~~were~~means ~~not~~that ~~effective~~the material information required to ~~detect~~be included in our Securities and Exchange Commission reports is recorded, processed, summarized and reported within the ~~inappropriate~~time ~~application~~periods ofspecified USin ~~GAAP~~SEC rules asand ~~more~~forms ~~fully~~relating ~~described~~to ~~below. This~~our company, including any consolidating subsidiaries, and was ~~due~~made known to ~~deficiencies~~us ~~that~~by ~~existed~~others inwithin those entities, particularly during the ~~design~~period orwhen ~~operation~~this ofreport was being prepared. Based on this evaluation, our ~~internal~~principal ~~controls~~executive ~~over~~officer and principal financial ~~reporting~~officer ~~that~~concluded ~~adversely~~as ~~affected~~of the evaluation date that our ~~internal~~disclosure controls and ~~that~~procedures ~~may~~were beeffective ~~considered~~as toof beJanuary ~~material~~31, ~~weaknesses~~2011.

~~The~~There ~~matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board~~ were: ~~(1)~~no ~~lack~~changes ~~of a functioning audit committee resulting~~ in ~~ineffective oversight in~~ the ~~establishment~~Company’s ~~and monitoring of required~~ internal controls ~~and procedures; (2) inadequate segregation of duties consistent with control objectives; and (3) ineffective controls~~ over ~~period end~~ financial ~~disclosure and~~ reporting ~~processes. The~~during ~~aforementioned~~the ~~material~~most ~~weaknesses~~recently ~~were~~completed ~~identified~~fiscal byquarter ~~our~~that ~~Chief~~have ~~Executive~~materially ~~Officer~~affected inor ~~connection~~are ~~with~~reasonably ~~the~~likely ~~review~~to ofmaterially ~~our~~affect ~~financial~~the ~~statements~~Company’s asinternal ofcontrol ~~October~~over ~~31,~~financial ~~2010~~reporting.

Management believes that the material weaknesses set forth in items (2) and (3) above did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.

In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures:

We will create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to us. We have appointed outside directors to our board of directors and are in the process of setting up a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management when funds are available to us.

We will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.

There was no change in our internal controls over financial reporting that occurred during the period covered by this report, which has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

The Company is not acurrently ~~party~~subject to any ~~pending~~ legal proceedings. From time to time, ~~and~~the Company may become subject to litigation or proceedings in connection with its business, as either a plaintiff or defendant. There are no such pending legal proceedings ~~are~~to ~~known~~which the Company is a party that, in the opinion of management, is likely to behave ~~contemplated~~a material adverse effect on the Company’s business, financial condition or results of operations.

No director, officer, or affiliate of the issuer and no owner of record or beneficiary of more than 5% of the securities of the issuer, or any security holder is a party adverse to the small business issuer or has a material interest adverse to the small business issuer.

ITEM 1A. RISK FACTORS

WeAs ~~are~~ a smaller reporting company (as defined byin Rule 12b-2 of the ~~Securities~~Exchange Act), ofwe ~~1934 and~~ are not required to provide the information ~~under~~called for by this ~~item~~Item 1A.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. (REMOVED ~~SUBMISSION~~AND ~~OF MATTERS TO A VOTE OF SECURITY HOLDERS~~RESERVED).

None

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS

31.1		Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Executive Officer
31.2		Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Financial Officer
32.1		Section 1350 Certification of Chief Executive Officer
32.2		Section 1350 Certification of Chief Financial Officer

SIGNATURES

Pursuant to the requirements of the Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Polar Wireless Corp.
Dated: December 13, 2010	By:	/s/ G. Kelly O’Dea
		G. Kelly O’Dea
		President, Principal Executive Officer, Director
		/s/ Shane Carroll
		Shane Carroll
		Secretary and Principal Financial Officer, Director
		/s/ James Schroer
		James Schroer Director
		/s/ Paul Schaut
		Paul Schaut Director

ITEM 5. OTHER INFORMATION.

Appointment of Director

Effective February 1, 2011, the board of directors appointed George Perlin a director of the Polar Wireless Corp. (the “Company”) for a term expiring February 1, 2011.

Mr. Perlin, age 52, has acted as a consultant regarding Fire Prevention Barriers and vertical and ground transportation to various businesses since 2008. From September 1998 to 2008, Mr. Perlin served as President of Eveready Closures, of Concord, Ontario, Canada. From April 1991 to August 1998, Mr. Perlin acted as General Manager and VP of North American operation (EEC Inc) at Lift Components Manufacturing & Commerce GMBH, (LMC Group) of Wiedenzhausen, Germany. From May 1985 to March 1991, Mr. Perlin was a Sales Engineer for Dover Elevator Corp. of Mississauga, Ontario, where he was responsible for the analyzing and writing specifications for vertical transportation, preparation of tenders and bids and direct sales, and the successful design, tender and completion of the BCE 2 project. From June 1981 to May 1985, Mr. Perlin was employed as an Application Engineer/Assistant of Production Manager for an Affiliated Engineering Inc. and Mining division of Wajax Industries of Mississauga, Ontario, Canada. From 1977 to 1981, Mr. Perlin attended McMaster University of Hamilton, Ontario, Canada, where he earned Bachelor of Applied Science in 1981. These experiences, qualifications and attributes have led to our conclusion that Mr. Perlin should be serving as a member of our Board of Directors in light of our business and structure.

Mr. Perlin is not a party to any agreement, arrangement or interested transaction with the Company, does not have any arrangement or understanding with any other person, pursuant to which he was selected as a director, and is not appointed to any committees of the board of directors.

Status of Transactions Contemplated by Letter of Intent

Under Item 8.01 of Current Report on Form 8-K (File No. 000-54131), filed with the Securities and Exchange Commission on January 5, 2010, we disclosed that we had entered into that certain letter of intent (the “letter of Intent”) dated January 4, 2011, by and among the Company, Polar Wireless Corporation, an Ontario, Canada, corporation (“Polar Wireless Ontario”) and 2230354 Ontario Limited, an Ontario, Canada corporation (“2230354 Ontario”). The Letter of Intent is a contract which requires the parties to consummate an amalgamation/merger of the businesses of the respective parties to the Letter of Intent. A copy of the letter of intent is attached as Exhibit 10.1 to this Quarterly Report on Form 10-Q.

Though none of the conditions precedent to the Letter of Intent have been consummated, the Company anticipates that the transactions contemplated by the Letter of Intent to be effected not later than May 15, 2011. The transactions contemplated by the Letter of Intent are subject to customary closing conditions.

ITEM 6. EXHIBITS.

(a) Exhibits required by Item 601 of Regulation SK.

Number		Description

3.1.1		Articles of Incorporation (1)
3.1.2		Certificate of Amendment to Articles of Incorporation (2)
3.2 10.1		Bylaws (1) Letter of intent dated January 4, 2011 by and between 22303354 Ontario Inc. and Polar Wireless Corp., a Nevada corporation.
31.1		Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

_______________

(1) Incorporated by reference to the Company’s Registration Statement on Form S-1, as amended (File No. 333-164845), as filed with the Securities and Exchange Commission on February 2, 2010.

(2) Incorporated by reference to the Company’s Amendment No. 2 to Annual Report on Form 10-K (File No. 000-54131), as filed with the Securities and Exchange Commission on March 1, 2011.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	POLAR WIRELESS CORP.
	(Name of Registrant)

Date: March 22, 2011	By:	/s/ G. Kelly O’Dea
		Name: G. Kelly O’Dea
		Title: President

Date: March 22, 2011	By:	/s/ Shane Carroll
		Name: Shane Carroll
		Title: Secretary, principal financial officer and principal accounting officer

EXHIBIT INDEX

Number		Description

3.1.1		Articles of Incorporation (1)
3.1.2		Certificate of Amendment to Articles of Incorporation (2)
3.2		Bylaws (1)
10.1		Letter of intent dated January 4, 2011 by and between 22303354 Ontario Inc. and Polar Wireless Corp., a Nevada corporation.
31.1		Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

________________

(1) Incorporated by reference to the Company’s Registration Statement on Form S-1, as amended (File No. 333-164845), as filed with the Securities and Exchange Commission on February 2, 2010.

(2) Incorporated by reference to the Company’s Amendment No. 2 to Annual Report on Form 10-K (File No. 000-54131), as filed with the Securities and Exchange Commission on March 1, 2011.

Filing Compare · POLAR WIRELESS CORP.